Pan Electronics (India) Ltd

Your Directors have pleasure in presenting their Forty first Annual Report and the Audited Financial Statements for the financial year ended March 31, 2024 together with the Independent Auditor's Report.

[All amounts are in ‘000s unless specified to this report]

1. FINANCIAL RESULTS:

2. BUSINESS OVERVIEW AND STATE OF AFFAIRS

During the year under review, the Company earned a Net loss of Rs. 45,454 against a Net loss of Rs. 36,234.71 in the previous year. There is no change in the nature of the business.

3. DIVIDEND

There is no dividend declared or paid during the year under report.

4. TRANSFER TO RESERVES

During the financial year the Company has not transferred any amount to General Reserves due to loss incurred during the financial year.

5. SHARE CAPITAL

During the financial year there were no changes in the Authorized Share Capital and Paid-up share capital of the Company. As on March 31, 2024, the Authorized Share Capital of the Company was Rs. 10,00,00,000 (Rupees Ten Crores) and the Paid-up Share Capital was Rs. 4,00,00,000/- (Rupees Four Crores only)

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report in terms of Regulation 34(2) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), is attached and forms part of this Annual Report as "Annexure I"

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

There are no subsidiaries, associates and joint ventures.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in conformity with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year there were changes in the Board of Directors. Based on the recommendation of the Nomination and Remuneration Committee, the composition of the Board of Directors of the Company as on the date of this report is as below:

1 GULLU GELLARAM TALREJA Chairman and Managing Director 2 ABHISHEK PRAKASH TALREJA Director (Non- Independent) 3 NITESH NANIK ROHERA Director (Independent) 4 ASHA DIWAKAR Director (Independent) 5 BHARATH K L Company Secretary and Compliance officer

6. RAJESH MANOHARLAL TALREJA -CFO (KMP) (appointed w.e.f February 09, 2024) 7 ARUN KUMAR SAHU CFO (KMP) (resigned w.e.f January 31, 2024)

During the year, the Board in its meeting held on May 27, 2023: a) Took note of Ambusaravan Asha's retirement as Independent Director effective from June 03, 2023. b) Approved the appointment of Ms. Asha Diwakar as an Additional Director in the category of Non- Executive Woman Independent Director, not liable to retire by rotation effective from June 01, 2023 subject to approval by the Members of the Company at the 40^th Annual General Meeting for a period of 5 years commencing from June 01, 2023 to May 31, 2028 and the same is approved by the members at the 40^th Annual General Meeting. c) Took note of resignation of Mr. Nilesh Deshpande as Chief Financial Officer (CFO)/ Key Managerial Personnel (KMP) of the Company effective from closing of business hours from May 31, 2023. d) Approved the appointment of Mr. Arun Kumar Sahu as Chief Financial Officer (CFO)/Key Managerial Personnel (KMP) of the Company effective from June 01, 2023.

the Board in its meeting held on February 09, 2024: a) Took note of the resignation of Mr. Arun Kumar Sahu as Chief Financial Officer (CFO)/Key Managerial Personnel (KMP) of the Company effective from January 31, 2024. b) Approved the appointment of Mr. Rajesh Manoharlal Talreja as Chief Financial Officer (CFO)/Key Managerial Personnel (KMP) of the Company effective from February 09, 2024.

To appoint a director in place of Abhishek Prakash Talreja (DIN: 05007867), who retires from office by rotation and being eligible offers himself for reappointment.

Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. During the financial year under review, 6 (Six) Meetings were held on April 29, 2023, May 27, 2023, August 12, 2023, August 26, 2023, November 09, 2023 and February 09, 2024.

The composition of the Audit Committee during the year was as follows

1. Nitesh Nanik Rohera Chairman

2. Abhishek Prakash Talreja Member

3. Asha Diwakar Member

4. Ambusaravan Asha Member (Retired effective from June 03, 2023)

The Audit Committee Meetings were held at regular intervals with a time gap of not more than 120 days between two consecutive meetings. During the year, the Audit Committee has met 6 (Six) Meetings were held on April 29, 2023, May 27, 2023, August 12, 2023, August 26, 2023, November 09, 2023 and February 09, 2024.

The attendance details of each Member of the Committee are as below:

Nomination and Remuneration Committee (NRC) and Policy

The Board has constituted Nomination and Remuneration Committee. The terms of reference of the Committee inter alia, the following: (a) Chairman: Chairman of the Committee shall be an Independent Director as may be elected by the members of the Committee.

(b) Quorum: Quorum for Meeting of the Committee shall be a minimum of two members provided one of them shall always be an Independent Director as prescribed under the Companies act, 2013. (c) Frequency of Meetings: The Committee may meet at such times as may be deemed necessary. (d) Role: The Role of the Committee shall include inter-alia the following: ? Formulation of criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a Policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees; ? Formulation of criteria for evaluation of Independent Directors and the Board including carrying out evaluation of every Director's performance;

? Devising a Policy on Board diversity;

? Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board for their appointment and removal. ? Such other matters as may be prescribed under the Companies Act, 2013, listing agreement and by the Board of Directors of the Company from time to time. ? Recommend to the board, all remuneration, in whatever form, payable to senior management. (e) Invitees: The Committee may invite such executives of the Company and such other persons as it may consider appropriate. (f) Secretary to the Committee: The Company Secretary shall be the Secretary of the Committee who shall flag actions and serve as executive support to the Committee.

The composition of the Committee during the year was as follows:

1. Nitesh Nanik Rohera Chairman

2. Abhishek Prakash Talreja Member

3. Asha Diwakar Member

4. Ambusaravan Asha Member (Retired effective from June 03, 2023)

During the financial year two (2) Meetings of the Committee were held on May 27, 2023 and February 09, 2024. The attendance details of each Member of the Committee are as below:

During the year, the composition of the Stakeholders' Relationship committee was as follows:

1. Abhishek Prakash Talreja Chairman

2. Asha Diwakar Member

This Committee monitors and addresses investors complaints, transfer of Shares, transmission etc. based on the information provided by the Company's Registrars and Share Transfer Agents.

No material queries/complaints were received from the Shareholders during the period. All of them have been addressed to the satisfaction of the Shareholders. As of March 31, 2024, no complaints were pending. During the financial year Once (1) Meeting of the Committee were held on February 09, 2024. The attendance details of each Member of the Committee are as below:

During the year under review, the Independent Directors met on February 09, 2024, inter alia, and transacted the following business: ? Evaluation of the performance of the Non-Independent Directors and the Board in general ? Evaluation of the performance of the Chairman of the Company taking into account the views of the Executive and Non- Executive Directors ? Evaluation of the process of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties All the Independent Directors were present in the Meeting. The composition of the Committee during the year was as follows:

1. Nitesh Nanik Rohera Chairman

2. Asha Diwakar Member

3. Ambusaravan Asha Member (Retired effective from June 03, 2023) The attendance details are as below:

The familiarization program is conducted to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.

All Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year ended 31st March, 2024, which has been relied on by the Company and placed at the Board Meeting.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and corporate governance requirements as prescribed by SEBI Listing Regulations.

The performance of the Board was evaluated by the Board seeking inputs from all directors on the basis of criteria such as adequacy of the composition of the Board and its Committees, Board culture, effectiveness of board processes and performance of specific duties, obligations and governance. The performance of the Committees was evaluated by the Board on the basis of criteria such as composition of committees, effectiveness of committee meetings, etc,. The individual Directors were evaluated on parameters such as level of engagement and contribution of the individual director to the Board and committee meetings, independence of judgment, etc,.

In a separate meeting of the independent directors held on February 09, 2024, performance of the non-independent directors and Board as a whole was reviewed and performance of Chairman of the Company was reviewed after taking into account views of Executive Director. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

M/s. Rao & Emmar, Chartered Accountants (Firm Registration Number 003084S) have tendered their resignation from the Company as Statutory auditors effective from August 27, 2024 after completion of the audit for the year ended March 31, 2024 and submission of Limited Review Report for the Quarter ended on June 30, 2024. Audit Committee is aligned with reason of Auditors' resignation.

Pursuant to Section 139 and other applicable provision(s), if any , of the Companies Act , 2013, and pursuant to the recommendation of the Audit Committee of the Pan Electronics India Limited, the Board at its meeting held on August 26, 2023 has approved and recommended to the shareholders for its approval at ensuing 41^st Annual General Meeting of Pan Electronics India Limited, the appointment of M/s. S K S V M & Co., Chartered Accountants (Firm Registration Number 002045S) as Statutory Auditors of the Pan Electronics India Limited to fill casual vacancy in the office of Statutory Auditors arisen due to resignation of M/s. Rao & Emmar, Chartered Accountants, with effect from August 27, 2024 and to hold office till conclusion of ensuing 41^st Annual General Meeting of the Pan Electronics India Limited to be held for FY ended March 31, 2024.

Pursuant to the recommendation of Audit Committee of the Pan Electronics India Limited, the Board of Pan Electronics India Limited has recommended to the Shareholders for its approval at ensuing 41^st Annual General Meeting, the Appointment of M/s. S K S V M & Co., Chartered Accountants (Firm Registration Number 002045S) as Statutory Auditors of the Pan Electronics India Limited for a period of 5 years to hold office from the conclusion of the ensuing 41^st Annual General Meeting of Pan Electronics India Limited till the conclusion of 46^th Annual General Meeting of Pan Electronics India Limited to be held in the Financial Year 31.03.2029.

The Certificate to the effect that the Auditors appointment is in line with conditions prescribed under section 141 of the Companies act, 2013 and other applicable provisions, if any has been provided by the auditors along with their peer review certificate.

There are no qualifications or adverse remarks in the Statutory Auditors' Report which require any explanation from the Board of Directors. The Statutory Auditors have expressed an unmodified opinion in the audit reports in respect of the Audited Financial Statements for the financial year ended March 31, 2024. The statutory auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 during this year.

The Board has appointed Mr. Vivek Bhat, a Practicing Company Secretary (Membership No. FCS-7708) as the Secretarial Auditor as per the provisions of Section 204 of the Companies Act, 2013 for the financial year 2023-24. The Secretarial Audit Report issued by him is enclosed as "Annexure II" to this Report. There are some qualifications mentioned in the Secretarial Auditor Report.

BOARD'S REPLY: a) The Board based on the recommendation of the Nomination and Remuneration Committee in their meeting held on May 29, 2024 has approved the appointment of Ms. Asha Diwakar as an Additional Director in the category of Non- Executive Woman Independent Director, not liable to retire by rotation effective from June 01, 2023 subject to approval by the Members of the Company at the 40^th Annual General Meeting for a period of 5 years commencing from June 01, 2023 to May 31, 2028 and the same is approved by the members at the 40^th Annual General Meeting.

Mr. Manjunatha Hegde, FCS was appointed as an Internal Auditor of the Company by the Board at its meeting held on 27.05.2023 for the period 2023-24. The Audit Committee determines the scope of internal Audit in line with regulatory and business requirements.

The maintenance of cost records and requirement of cost audit as prescribed by the Central Government under the provisions of the Section 148(1) of the Act are not applicable to the business activities carried out by the Company. Accordingly, such cost accounts and records are not maintained by the Company.

Pursuant to the provisions of the Sections 92(3) and 134(3) (a) of the Act, the Annual Return of the Company for FY 2023-24 is available on the website of the Company at https://panelectronicsindia.com/investors/.

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company. (i) Code of conduct for Directors and Senior Management

(ii) Policy of Directors" Appointment and Remuneration (iii) Nomination & Remuneration Policy

(iv) Policy on Related Party Transactions

(v) Policy on sexual harassment of women at work place (Prevention, Prohibition and redressal) Act, 2013 (vi) Vigil Mechanism Policy

Since your Company's paid-up Equity Capital, and Net worth is less than Rs. 10 Crores and Rs. 25 Crores respectively, the provisions of SEBI (LODR) 2015 relating to corporate governance are not applicable.

The Company has Risk Management Policy in place. To oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of Risk Management Policy has been covered in the management discussion and analysis, which forms part of this report. The Company has taken Directors' and Officers'

Liability Insurance Policy.

The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were evaluated and no reportable deficiency in the design or operation of such controls were observed.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

The particulars of loans, guarantees and investments have been disclosed in the financial statements which forms part of this Annual Report.

There were no related party transactions during the year falling within the purview of Section 188 (1) of Companies Act, 2013.

The provisions Corporate Social Responsibility is not applicable to the company.

The Company has neither accepted nor renewed any deposits during the financial year. However, in pursuance of Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 the Company has accepted unsecured loans from Directors/relatives/shareholders and in accordance with the said rule the details of money so accepted are disclosed in Note 42 to the financials i.e Related Party disclosure.

In accordance with Regulation 15(2) (a) of the SEBI (LODR) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and para-C, D and E of Schedule V shall not apply, in respect of

The listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.

Since the paid-up Equity Share Capital and Net-worth of the Company as on the last day of the previous financial year was below the stipulated limits as prescribed under Regulation 15 (2) (a) of SEBI (LODR) Regulations, 2015, the Company has claimed exemption under the said Regulation. Accordingly, the Company is not required to submit the Corporate Governance Report as required under Regulation 27(2) of SEBI (LODR), Regulations, 2015.

As required under Schedule V (C) of SEBI Listing Regulations, Management Discussion and Analysis Report is attached and forms part of this report.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

The Company neither has any holding nor is any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 not applicable.

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow as required to be disclosed under Section 134 (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as ‘Annexure III' to this Report.

In pursuance of Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms and submits that: i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there have been no material departure; ii) the selected accounting policies were applied consistently and the judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profits of the Company for the year ended on that date; iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the annual accounts have been prepared on a ‘going concern' basis; v) adequate system of internal financial controls has been laid down and the said system is operating effectively; and vi) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and are operating effectively.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company during the year there were no such employees employed. Particulars are set out in ‘Annexure IV'.

The Company complies with applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

Summary of sexual harassment complaints received and disposed off during the financial year 2023-24: No. of complaints received: NIL No. of complaints disposed off: NA

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2023-24, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Company's website.

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company. The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned. The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with

Stock Exchanges and such statements may be "forward looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets/currency fluctuations in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

The Company's efforts towards reinforcing a positive safety culture have resulted in injury free atmosphere.

Further, during the financial year, no occupational illness case was reported. Due to continued efforts to conserve water and energy, specific water and energy consumption also got reduced.

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from various Governmental agencies, Company's Bankers, Customers, vendors, distributors, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future.